OTC: CPPTL
Copper Property CTL Pass Through TrustCIK 0001837671 · SIC 6500 · Real Estate
Copper Property CTL Pass Through Trust, a New York common law trust (the “Trust,” “we,” “our” or “us”) was formed on December 12, 2020, in connection with the reorganization of Old Copper Company, Inc. (f/k/a J. C. Penney Company, Inc.) (“Old Copper”), and became effective on January 30, 2021 (the… About this business →
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Latest financial statements
From 10-Q filed Aug 14, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Consolidated Statements of Operations (Unaudited)
(in thousands, except certificate and per certificate amounts)
| Description | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|---|---|---|---|---|
| Revenues: | ||||
| Lease income | 24,449 | 24,528 | 48,895 | 49,220 |
| Expenses: | ||||
| Operating expenses | 3,086 | 3,085 | 6,142 | 6,209 |
| Depreciation and amortization | 4,287 | 4,365 | 8,575 | 8,794 |
| General and administrative expenses | 2,585 | 1,246 | 8,445 | 2,597 |
| Total expenses | 9,958 | 8,696 | 23,162 | 17,600 |
| Other income: | ||||
| Gain on sales of investment properties | — | 6,124 | — | 6,124 |
| Other income | 221 | 260 | 442 | 523 |
| Total other income | 221 | 6,384 | 442 | 6,647 |
| Net income | 14,712 | 22,216 | 26,175 | 38,267 |
| Earnings per certificate – basic and diluted: | ||||
| Net income per certificate basic and diluted | 0.20 | 0.30 | 0.35 | 0.51 |
| Weighted average number of certificates outstanding basic and diluted | 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 |
Consolidated Balance Sheets (Unaudited)
(in thousands except certificate amounts)
| Description | As of June 30, 2026 | As of December 31, 2025 |
|---|---|---|
| Assets | ||
| Investment properties: | ||
| Land and improvements | 351,984 | 351,984 |
| Building and other improvements | 442,416 | 442,416 |
| 794,400 | 794,400 | |
| Less: accumulated depreciation | (70,038) | (63,600) |
| Net investment properties | 724,362 | 730,800 |
| Cash and cash equivalents | 34,953 | 37,130 |
| Accounts receivable, including straight-line rent | 30,982 | 32,050 |
| Lease intangible assets, net | 165,262 | 170,967 |
| Right-of-use lease assets, net | 77,001 | 77,816 |
| Other assets, net | 1,314 | 112 |
| Total assets | 1,033,874 | 1,048,875 |
| Liabilities and Equity | ||
| Liabilities: | ||
| Accounts payable and accrued expenses | 3,802 | 4,080 |
| Lease intangible liabilities, net | 63,979 | 66,185 |
| Lease liabilities | 37,847 | 37,827 |
| Other liabilities | 8,281 | 8,219 |
| Total liabilities | 113,909 | 116,311 |
| Commitments and contingencies (Note 5) | ||
| Equity: | ||
| Trust certificates, no par value, 75,000,000 certificates authorized, issued and outstanding, as of June 30, 2026 and December 31, 2025 | — | — |
| Additional paid-in capital | 1,952,120 | 1,952,120 |
| Accumulated distributions in excess of earnings | (1,032,155) | (1,019,556) |
| Total equity | 919,965 | 932,564 |
| Total liabilities and equity | 1,033,874 | 1,048,875 |
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| Description | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|---|---|---|
| Cash flows from operating activities: | ||
| Net income | 26,175 | 38,267 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Depreciation and amortization | 8,575 | 8,794 |
| Straight-line rental income, net | 1,068 | 1,100 |
| Amortization of above/below market leases, net | 1,362 | 1,463 |
| Gain on sales of investment properties | — | (6,124) |
| Changes in assets and liabilities: | ||
| Changes in accounts receivable | — | 48 |
| Changes in other assets | (1,202) | (2,976) |
| Changes in right-of-use lease assets | 815 | 871 |
| Changes in accounts payable and accrued expenses | (278) | 198 |
| Changes in lease liabilities | 20 | 1 |
| Changes in other liabilities | 62 | (122) |
| Net cash provided by operating activities | 36,597 | 41,520 |
| Cash flows from investing activities: | ||
| Proceeds from sales of investment properties | — | 20,227 |
| Net cash provided by investing activities | — | 20,227 |
| Cash flows from financing activities: | ||
| Distributions paid to Certificateholders | (38,774) | (78,647) |
| Net cash used in financing activities | (38,774) | (78,647) |
| Net change in cash and cash equivalents | (2,177) | (16,900) |
| Cash and cash equivalents, at beginning of period | 37,130 | 51,886 |
| Cash and cash equivalents, at end of period | 34,953 | 34,986 |
Amounts as printed on the EDGAR/iXBRL face — (in thousands, except certificate and per certificate amounts); (in thousands except certificate amounts); (in thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About Copper Property CTL Pass Through Trust
Source: Item 1 (Business) from the 10-K filed March 13, 2026. Description as filed by the company with the SEC.
ITEM 1. BUSINESS
General and Operating History
Copper Property CTL Pass Through Trust, a New York common law trust (the “Trust,” “we,” “our” or “us”) was formed on December 12, 2020, in connection with the reorganization of Old Copper Company, Inc. (f/k/a J. C. Penney Company, Inc.) (“Old Copper”), and became effective on January 30, 2021 (the “Effective Date”) pursuant to the terms of the Amended Joint Chapter 11 Plan of Reorganization of Old Copper and certain of its subsidiaries (collectively, the “Debtors”) (the “Plan of Reorganization”).
On the Effective Date, through separate wholly-owned property holding companies (the “PropCos”), we owned 160 retail properties (the “Retail Properties”) and six distribution centers (the “Warehouses” and, together with the Retail Properties, the “Properties”), all of which were leased under two Master Leases to one or more subsidiaries of Copper Retail JV LLC (“OpCo Purchaser”) (collectively with its subsidiaries, “Penney Intermediate Holdings LLC”), an entity formed by and under the control of a joint venture formed by Simon Property Group, L.P. and Brookfield Asset Management Inc.
During the year ended December 31, 2025, we sold four Retail Properties for proceeds of $32,265. As a result of these sales, we recorded a gain on sales of investment properties of $4,273.
During the year ended December 31, 2025, we paid distributions to Certificateholders of $128,339, which includes the net proceeds of sales from December 2024 that were distributed in January 2025 and excludes the net proceeds from sales from December 2025 that were distributed in January 2026.
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As of December 31, 2025, we owned 117 Retail Properties in the United States across 35 states and Puerto Rico, comprising 15.5 million square feet of leasable space.
Business Objectives and Strategies
Our operations consist primarily of (i) owning the Properties, (ii) operating and leasing the Properties under the terms of the Master Leases to Penney Intermediate Holdings LLC as the sole tenant and (iii) subject to market conditions and the conditions set forth in the Trust Agreement, selling the Properties to third-party purchasers.
The Amended and Restated Trust Agreement (the “Trust Agreement”) dated as of the Effective Date, created a series of equity trust certificates designated as “Copper Property CTL Pass Through Certificates” (the “Trust Certificates”), 75 million of which were issued on the Effective Date. Each Trust Certificate represents a fractional undivided beneficial interest in the Trust and represents the interests of the holders of the Trust Certificates (“Certificateholders”) in the Trust.
GLAS Trust Company, LLC serves as our independent third-party trustee (the “Trustee”) pursuant to the terms of the Trust Agreement. The Trustee performs trust administration duties, including treasury management and certificate administration.
Hilco JCP LLC, an affiliate of Hilco Real Estate LLC, serves as our independent third-party manager (the “Manager”) pursuant to the terms of the Management Agreement (the “Management Agreement”) dated as of the Effective Date. The Manager performs asset management duties with respect to the Properties, primarily including collection of rents and other charges from Penney Intermediate Holdings LLC, enforcement of the terms of the Master Leases, arranging for the sale of the Properties, coordinating with the Trustee in connection with the
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administration of the Trust, reporting to the Certificateholders, distribution of funds to vendors and Certificateholders, and performing duties necessary to support our day-to-day operations.
Tax Status
We intend to qualify as a liquidating trust within the meaning of United States Treasury Regulation (hereinafter “Treasury Regulation”) Section 301.7701-4(d) or, in the event we are not so treated, a partnership other than a partnership taxable as a corporation under Section 7704 of the Internal Revenue Code of 1986, as amended (the “Code”).
Competition
From a real estate sales perspective, we compete with other retail properties, which could impact our ability to sell the Properties and the sale price that can be achieved for such sales. We compete for buyers based on several factors that include location, rental rates and suitability of the property’s design to prospective users’ needs.
We may compete for tenants with other entities advised or sponsored by affiliates of Penney Intermediate Holdings LLC. Our ability to compete is also impacted by national and local economic trends, availability and cost of capital, maintenance and renovation costs, existing laws and regulations, new legislation and population trends.
Life of the Trust
The Trust shall terminate on April 30, 2026 unless the Trustee (in consultation with the Manager) and the Majority Certificateholders determine that a fixed period extension is necessary to complete the recovery on, and liquidation of, the Trust Assets. If the Manager determines that the full liquidation of the Trust's assets is not feasible by the termination date, the Manager shall develop a plan to transfer the properties into a REIT or other alternative investment vehicle. See Item 1A, "Risk Factors" for additional discussion about the life of the trust.
Government Regulation
General
Compliance with various governmental regulations has an impact on our business, including on our capital expenditures, earnings and competitive position, which could be material. We monitor and take actions to comply with governmental regulations that are applicable to our business, which include, among others, federal securities laws and regulations, tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property, and the Americans with Disabilities Act of 1990 (“ADA”). In addition to the discussion above regarding our tax status and below regarding the ADA and certain environmental matters, see Item 1A, “Risk Factors” for a discussion of material risks to us, including risks relating to governmental regulations, and see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” together with our consolidated financial statements, including the related notes included therein, for a discussion of material information relevant to an assessment of our financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have on our capital expenditures and earnings.
Americans with Disabilities Act (ADA)
Our properties must comply with Title III of the ADA to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to allow access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe our existing properties are substantially in compliance with the ADA and that we will not be required to incur significant capital expenditures to address the requirements of the ADA. Refer to Item 1A. “Risk Factors” for more information regarding compliance with the ADA.
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Environmental Matters
The Properties are subject to various environmental laws regulating, among other things, air emissions, wastewater discharges and the release of, or exposure to, hazardous materials (including asbestos). Failure to comply could result in material fines and penalties. Certain environmental laws can impose joint and several liability without regard to fault of responsible parties, including current and former owners and operators of real property, related to contamination. We could be liable with respect to contamination at currently owned properties for contamination that occurred prior to our ownership, at a formerly owned or operated property for contamination caused during our ownership or operation or with respect to a site which our tenant previously sent wastes for disposal. Based on Phase I environmental site assessments prepared in connection with the acquisition of the Properties, we do not believe that environmental liabilities presently known will have a material adverse effect on our financial condition or results of operations. In addition, we carry customary environmental liability insurance coverage. However, we cannot predict the impact of unforeseen environmental liabilities or new or changed laws or regulations on properties in which we hold an interest. The Tenant and the Lease Guarantors have entered into an Environmental Indemnity Agreement, dated as of December 7, 2020, pursuant to which they are required to comply with applicable environmental laws with respect to the Properties from and after the effective date of the Master Leases and to indemnify us if their noncompliance results in losses or claims against us. Refer to Item 1A. “Risk Factors” for more information regarding environmental matters.
Human Capital Resources
We do not have any employees. We are externally managed by the Manager pursuant to the Management Agreement. Our principal executive officers are employed by an affiliate of the Manager.
Insurance
The Master Lease requires the Tenant to maintain insurance, including (i) “replacement cost” casualty insurance coverage insuring against customary hazards, including earthquake and flood coverage, (ii) commercial liability coverage and (iii) environmental liability coverage.
In addition, the Trust maintains (a) business interruption / contingent loss of rents and property insurance to protect the Trust for real property and loss of rents if primary insurance maintained by Penney Intermediate Holdings LLC fails, is inadequate or is not obtained by Penney Intermediate Holdings LLC, (b) contingent lessors’ risk insurance to protect the Trust against exposure for third party bodily injury and property damage claims if primary insurance maintained by Penney Intermediate Holdings LLC fails, is inadequate or is not obtained by Penney Intermediate Holdings LLC, (c) customary professional liability insurance with respect to services provided by the Manager to the Trust pursuant to the Management Agreement, (d) customary directors’ and officers’ liability insurance coverage and (e) customary environmental liability insurance coverage.
Access to Company Information
The Trust’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge on the Company’s website at www.ctltrust.net as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. The information contained on our website, or other websites linked to our website, is not part of this document. Our reports may also be obtained by accessing the EDGAR database at the SEC’s website at www.sec.gov.
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